Reality and myth begin to merge as the fairytale characters awaken from Evil Queen Regina's broken curse and remember who they were. But to their dismay, they aren't transported back to fairytale land. To make matters worse, Rumplestiltskin - aka Mr. Gold - in an effort to gain the upper hand in his power struggle with Regina, has introduced magic into the town. In fairytales magic has its place, but in our world it can have unfathomable consequences. Meanwhile, back in the fairytale land, Prince Phillip awakens his sleeping beauty, Aurora, but discovers that he and his traveling companion, Mulan, will soon have to face a deadly foe.

While Regina continues to try and stop using her magic in an attempt to win back Henry's affections, she begins seeing what she believes is a ghost from her past; and when Mary Margaret and Emma discover a lone survivor from an ogre massacre, Emma begins to question whether or not he's telling the truth. Meanwhile, in the fairytale land that was, Regina finds herself failing at learning the dark arts from a dark master because something from her past is preventing her from using her magic for evil.

With the hopes of finding a magical compass that could help her and Mary Margaret get back to Storybrooke, Emma takes a journey with a not-too-trustworthy Captain Hook up a treacherous beanstalk in an attempt to steal the item from a murderous giant. Meanwhile, Emma's past is revealed to be anything but magical when she meets up with a fellow thief who wants to make an honest woman out of her.

Cora and Captain Hook face off with Mary Margaret and Emma in a race to secure the compass, which will point its holder to the portal into Storybrooke. But back on the other side, Regina and Mr. Gold, desperate to keep Cora out, put a plan into action that would kill anyone entering the portal, placing Mary Margaret's and Emma's lives in danger as well. Meanwhile, back in the fairytale land that was, Captain Hook travels to Wonderland and meets up with a vengeful Queen of Hearts..

Regina is accused of murdering one of the town's most beloved fairytale characters but only Emma senses that she may be innocent. Meanwhile, back in the fairytale land that was, after capturing the Evil Queen, Snow White and Prince Charming set about planning her public execution in order to rid the land of her murderous tyranny.

Mr. Gold finds an unwilling test subject to see if a spell he has concocted will allow him to cross the border of Storybrooke—without losing his memory—and go in search of his son, Baelfire; Belle stumbles upon a vengeful Hook in the Storybrooke harbor whose main goal is to eradicate Rumplestiltskin; and Mary Margaret and David go house hunting in search of a bigger place to live. Meanwhile, in the fairytale land that was, Belle meets Mulan as the two set out to slay a fearsome beast called the Yaoguai, who has been ravaging the land.

Dr. Whale is tasked with mending Hook’s wounds and performing surgery on the stranger whose car crashed upon entering Storybrooke. But some of the townspeople fear that the stranger may have seen magic -- which could expose their true identities to the world -- and think that leaving him to die would be the best solution. Meanwhile, as Mr. Gold tries to reunite with a despondent Belle, Cora attempts to reunite with daughter Regina; and in the land that was, Victor desperately wants to prove to his disapproving father that he can, indeed, bring back the dead.

Kidnapped and brought to Storybrooke by Cora, the Giant unleashes his vengeance on the town when a case of mistaken identity leads him to try and settle an old score with David; Mr. Gold, accompanied by Emma and Henry, attempts to depart Storybrooke - hoping to keep his memory intact when he crosses the town line -- and heads to the airport in search of his son Bae; and Greg questions Belle as to what she saw on the night of his car accident. Meanwhile, in the fairytale land that was and against his brothers' wishes, Anton, the Giant, climbs down the beanstalk and attempts to befriend some humans - whose intentions may not be so noble.

Cora's desire to rid herself of Rumplestiltskin in order to take his place as The Dark One takes one step closer to becoming reality as she and Regina try to overpower a dying Mr. Gold, and Mary Margaret is once again tempted by dark magic. Meanwhile, in the fairytale land that was, Rumplestiltskin agrees to offer his services to a younger Cora - for a price - when the king calls her bluff and orders her to actually follow through on her boast of being able to spin straw into gold.

Emma, David and Mr. Gold must protect Mary Margaret against Regina, who is out for revenge and has made it her mission to kill Mary; and Henry, fed up with all of the feuding, devises a plan to put an end to magic. Meanwhile, Regina discovers that a father and son have somehow found their way into her allegedly undetectable town as she and the fairytale characters deal with the effects of the newly cast curse 28 years prior.

While Mary Margaret goes off on her own in an attempt to come to grips with what she did to Cora and how her deed has affected her, she stumbles upon August, who has hidden himself away from the others and is completely made of wood -- ashamed at the actions he has taken in life; and Emma is shocked when Neal invites his fiancée, Tamara, to come to Storybrooke. Meanwhile, before the curse was cast, August is introduced to a man of magic who may be able to prevent him from turning back into wood -- but at a steep price.

Mr. Gold enlists the aid of David to help him try to jog Belle's now cursed memories and get her to love him again; and when it is revealed that the magic beansAnton and the dwarves have been harvesting have begun to grow and could possibly transport everybody home, Emma is torn over whether she would want to live in fairytale land or stay in our world. Meanwhile, in the fairytale land that was, Rumplestiltskin forces Belle to accompany him on a hunt to kill a thief, whom she had freed in the name of mercy.

With the aid of Hook, Regina attempts to put a plan in motion that will help transport herself and Henry back to Fairytale Land. But her plan revolves around a fail-safe that was planted within the curse, which if triggered could wipe Storybrooke off the map - and kill all of its inhabitants; and Emma's suspicions about Tamara grow. Meanwhile, in the fairytale land that was, the Evil Queen asks Rumplestiltskin to transform her into an unrecognizable peasant in order to kill an unsuspecting Snow White, with the twisted aim of earning the love and respect of her subjects.

Emma, Mary Margaret and David go in search of Regina when they discover that she - along with some magic beans - have gone missing. But against Neal's protests, Emma still believes that Tamara had something to do with Regina's disappearance; and Mr. Gold contemplates telling Lacey the truth about his ability to conjure magic. Meanwhile, after Rumplestiltskin abandons his son and lets him travel alone through a portal, young Bae finds himself back in 19th century London and is taken in by the Darling family -- befriending their daughter Wendy.

The inhabitants of Storybrooke brace themselves for the end when Greg and Tamara detonate the triggerRegina had placed within the curse, with the annihilation of the town and its residents imminent; and Mr. Gold mourns the loss of his son, Bae/Neal. Meanwhile, back in Neverland of the past, Hook discovers his connection to a young Bae after he rescues him from the sea and soon realizes that the Lost Boys are in hot pursuit of the boy.